Forward-Looking Statements

All statements other than statements of historical fact included in this annual report including, without limitation, statements under this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this annual report, words such "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this annual report should be read as being applicable to all forward-looking statements whenever they appear in this annual report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

We are a blank check company incorporated on December 22, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants and forward purchase securities, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

The issuance of additional shares in connection with a business combination, including the issuance of forward purchase securities, to the owners of the target or other investors:



    •    may significantly dilute the equity interest of investors in the initial
         public offering, which dilution would increase if the anti-dilution
         provisions in the Class B ordinary shares resulted in the issuance of
         Class A ordinary shares on a greater than
         one-to-one
         basis upon conversion of the Class B ordinary shares;



    •    may subordinate the rights of holders of Class A ordinary shares if
         preference shares are issued with rights senior to those afforded our
         Class A ordinary shares;



    •    could cause a change in control if a substantial number of our Class A
         ordinary shares are issued, which may affect, among other things, our
         ability to use our net operating loss carry forwards, if any, and could
         result in the resignation or removal of our present officers and
         directors;



    •    may have the effect of delaying or preventing a change of control of us
         by diluting the share ownership or voting rights of a person seeking to
         obtain control of us;



    •    may adversely affect prevailing market prices for our units, Class A
         ordinary shares and/or warrants; and



  • may not result in adjustment to the exercise price of our warrants.


Similarly, if we issue debt or otherwise incur significant debt, it could result
in:

    •    default and foreclosure on our assets if our operating revenues after an
         initial business combination are insufficient to repay our debt
         obligations;



    •    acceleration of our obligations to repay the indebtedness even if we make
         all principal and interest payments when due if we breach certain
         covenants that require the maintenance of certain financial ratios or
         reserves without a waiver or renegotiation of that covenant;



    •    our immediate payment of all principal and accrued interest, if any, if
         the debt is payable on demand;



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    •    our inability to obtain necessary additional financing if the debt
         contains covenants restricting our ability to obtain such financing while
         the debt is outstanding;



  • our inability to pay dividends on our Class A ordinary shares;



    •    using a substantial portion of our cash flow to pay principal and
         interest on our debt, which will reduce the funds available for dividends
         on our Class A ordinary shares if declared, expenses, capital
         expenditures, acquisitions and other general corporate purposes;



    •    limitations on our flexibility in planning for and reacting to changes in
         our business and in the industry in which we operate;



    •    increased vulnerability to adverse changes in general economic, industry
         and competitive conditions and adverse changes in government regulation;
         and



    •    limitations on our ability to borrow additional amounts for expenses,
         capital expenditures, acquisitions, debt service requirements, execution
         of our strategy and other purposes and other disadvantages compared to
         our competitors who have less debt.

As indicated in the accompanying financial statements, as of December 31, 2021, we had cash of $885,198 and working capital of $884,244. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities in the year of 2021 were organizational activities, those necessary to prepare for our initial public offering, described below, and after our initial public offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on marketable securities after our initial public offering. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the year ended December 31, 2021, we had a net loss of $545,727, which consists of operating and formation costs of $549,179, change in fair value of FPA $2,785,941, transaction costs allocable to warrants $507,417, offset by change in fair value of warrant liabilities of $3,289,535, and interest income on investments held in the Trust Account of $7,275.

For the period from December 22, 2020 (Inception) to December 31, 2020, we had a net loss of $3,636, which consists of operating and formation costs.

Liquidity and Capital Resources

On June 11, 2021, we consummated our Initial Public Offering of 20,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 Private Placement Warrants to our sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,000,000.

Following our Initial Public Offering and the sale of the Private Placement Warrants, a total of $200,000,000 was placed in the Trust Account. We incurred $11,587,941 in transaction costs, including $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $587,941 of other cash offering costs.



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For the year ended December 31, 2021, cash used in operating activities was $613,225. Net loss of $545,727 consists of transaction costs allocable to warrants of $507,417, offset by an unrealized gain on change on fair value of warrants and FPA liability of $503,594, interest earned on investments held in the Trust Account of $7,275, and changes in operating assets and liabilities, which used $64,046 of cash from operating activities.

As of December 31, 2021, we had investments held in the Trust Account of $200,007,275. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2021, we had cash of $885,198 for working capital purposes. We intend to use the funds for working capital purposes primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant unit at the option of the lender. The warrants would be identical to the Private Placement Warrants.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.



Off-balance
sheet financing arrangements

We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of December 31, 2021.
We do not participate in transactions that create relationships with
unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of
facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our sponsor a monthly fee of $10,000 for office space, and administrative and support services, provided to the Company. We began incurring these fees on June 8, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company's liquidation.

The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the our Initial Public Offering upon the completion of our initial Business Combination

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:



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Derivative Financial Instruments



We evaluate our financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, "Derivatives and Hedging". For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is
then re-valued at
each reporting date, with changes in the fair value reported in the statements
of operations. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is evaluated at
the end of each reporting period. Derivative liabilities are classified in the
balance sheet as current
or non-current
based on whether or
not net-cash
settlement or conversion of the instrument could be required within 12 months of
the balance sheet date.

Warrant Liability and Forward Purchase Agreement



We account for the 16,000,000 warrants issued in connection with the IPO (the
10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) and
Forward Purchase Agreement ("FPA") in accordance with the guidance contained in
FASB ASC 815 "Derivatives and Hedging" whereby under that provision the warrants
and FPA do not meet the criteria for equity treatment and must be recorded as
liabilities. Accordingly, we will classify warrants and FPA as liabilities at
their fair value. These liabilities are subject
to re-measurement
at each reporting period. With
such re-measurement,
the changes in fair value are recognized in the Statement of Operations in the
period of change. Derivative warrant liabilities and FPA are classified
as non-current
liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and December 31, 2020, 20,000,000 and 0 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' (deficit) equity section of our balance sheet.

Net Income (Loss) Per Share of Ordinary Shares

We have two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 16,000,000 potential ordinary shares for outstanding warrants to purchase our stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

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